Limitation of Liability; Fiduciary Duties. No Manager shall be obligated personally for any debt, obligation or liability of the Fund or of any Member, whether arising in contract, tort or otherwise, by reason of being or acting as Manager of the Fund. No Manager shall be personally liable to the Fund or its Members for any action undertaken or omitted in good faith reliance upon the provisions of this Agreement unless the acts or omissions of the Manager were not in good faith or involved criminal activity, willful misconduct, fraud, or a knowing violation or breach of this Agreement; provided, however, that each Manager shall owe, and shall act in a manner consistent with, fiduciary duties to the Fund and its Members of the nature, and to the same extent, as those owed by directors of a Texas corporation.
Appears in 1 contract
Samples: Operating Agreement
Limitation of Liability; Fiduciary Duties. No Manager shall be obligated personally for any debt, obligation or liability of the Fund Company or of any Member, whether arising in contract, tort or otherwise, by reason of being or acting as Manager of the FundCompany. No Manager shall be personally liable to the Fund Company or its Members for any action undertaken or omitted in good faith reliance upon the provisions of this Agreement unless the acts or omissions of the Manager were not in good faith or involved criminal activity, willful misconduct, fraud, or a knowing violation or breach of this Agreement; provided, however, that each Manager shall owe, and shall act in a manner consistent with, fiduciary duties to the Fund Company and its Members of the nature, and to the same extent, as those owed by directors of a Texas Washington corporation.
Appears in 1 contract
Samples: Operating Agreement
Limitation of Liability; Fiduciary Duties. No Manager shall be obligated personally for any debt, obligation or liability of the Fund Company or of any Member, whether arising in contract, tort or otherwise, by reason of being or acting as Manager of the FundCompany. No Manager shall be personally liable to the Fund Company or its Members for any action undertaken or omitted in good faith reliance upon the provisions of this Agreement unless the acts or omissions of the Manager were not in good faith or involved criminal activity, willful misconduct, fraud, or a knowing violation or breach of this Agreement; provided, however, that each Manager shall owe, and shall act in a manner consistent with, fiduciary duties to the Fund Company and its Members of the nature, and to the same extent, as those owed by directors of a Texas New York corporation.
Appears in 1 contract
Samples: Operating Agreement
Limitation of Liability; Fiduciary Duties. (1) No Manager shall be obligated personally for any debt, obligation or liability of the Fund Company or of any Member, whether arising in contract, tort or otherwise, by reason of being or acting as Manager of the FundCompany. No Manager shall be personally liable to the Fund Company or its Members for any action undertaken or omitted in good faith reliance upon the provisions of this Agreement unless the acts or omissions of the Manager were not in good faith or involved criminal activity, willful misconduct, fraud, or a knowing violation or breach of this Agreement; provided, however, that each Manager shall owe, and shall act in a manner consistent with, fiduciary duties to the Fund Company and its Members of the nature, and to the same extent, as those owed by directors of a Texas Delaware corporation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Yangtze River Development LTD)
Limitation of Liability; Fiduciary Duties. No Manager shall be obligated personally for any debt, obligation or liability of the Fund Company or of any Member, whether arising in contract, tort or otherwise, by reason of being or acting as Manager of the FundCompany. No Manager shall be personally liable to the Fund Company or its Members for any action undertaken or omitted in good faith reliance upon the provisions of this Agreement unless the acts or omissions of the Manager were not in good faith or involved criminal activity, willful misconduct, fraud, or a knowing violation or breach of this Agreement; provided, however, that each Manager shall owe, and shall act in a manner consistent with, fiduciary duties to the Fund Company and its Members of the nature, and to the same extent, as those owed by directors of a Texas Delaware corporation. Officers .
Appears in 1 contract
Samples: Limited Liability Company Agreement